Bribery Act 2010

The UK Bribery Act 2010 is one of the toughest anti-corruption laws in the world. It applies to all businesses that operate in, from, or with ties to the UK — including overseas companies carrying out business in the UK.
Failure to comply can lead to significant penalties, criminal charges, and reputational damage.

What Is the Bribery Act 2010?

The Bribery Act 2010 makes it a criminal offence to:

  • Offer, promise, or give a bribe

  • Request, agree to receive, or accept a bribe

  • Fail to prevent bribery by persons associated with your organisation

A bribe can include money, gifts, hospitality, favours, or any advantage intended to influence a business decision.

Who Must Comply?

The Act applies to:

  • UK companies and partnerships

  • UK branches of overseas businesses

  • Individuals acting on behalf of a business

  • Any organisation carrying on a business or part of a business in the UK

This means even small or domestic-focused companies must comply if they conduct business in the UK or with UK entities.

The Four Key Offences

1. Bribing Another Person

Offering or giving a financial or other advantage to influence a person’s actions in business.

2. Being Bribed

Requesting or accepting a bribe in exchange for influencing a business decision.

3. Bribery of Foreign Public Officials

Giving or offering a bribe to a foreign public official to obtain or retain business.

4. Failing to Prevent Bribery

A unique “strict liability” offence —
A commercial organisation is guilty if someone associated with it bribes another person to obtain or retain business for the organisation, unless it can demonstrate it had adequate procedures in place to prevent bribery.

What Are “Associated Persons”?

Associated persons can include:

  • Employees

  • Agents

  • Consultants or intermediaries

  • Subsidiaries and contractors acting on the business’s behalf

The behaviour of these people can create liability for the business if there are no adequate controls in place.

What Are “Adequate Procedures”?

To avoid liability under the “failure to prevent bribery” offence, businesses must design and implement proportionate anti-bribery procedures. These typically include:

Risk Assessment

Identifying areas of the business that are most susceptible to bribery risks.

Clear Policies

A formal anti-bribery policy that sets out expected behaviour and what constitutes a bribe.

Training and Awareness

Regular training for staff and associated persons to ensure they understand the policy and how to apply it.

Due Diligence

Checks on partners, agents, and suppliers before engagement to identify potential risk indicators.

Monitoring and Review

Ongoing monitoring of compliance and periodic review of controls and procedures.

Gifts, Hospitality, and Legitimate Business Practices

Not all gifts or hospitality fall foul of the Bribery Act. However, businesses should ensure that:

  • Any gifts or hospitality are proportionate and transparent

  • There is a clear business purpose

  • They are recorded accurately

  • They comply with written policy thresholds

Excessive or secretive gifts and hospitality can easily be construed as bribery.

Penalties for Non-Compliance

Penalties for breaches of the Bribery Act are severe and may include:

  • Unlimited financial penalties for companies

  • Imprisonment for individuals

  • Professional disqualification for directors

  • Reputational damage and loss of business opportunities

Because penalties can affect both the individual and the organisation, prevention and compliance are crucial.

How Applegrow Can Help

The Bribery Act 2010 should not be an afterthought in your business planning. A proactive approach helps protect your organisation, your people, and your reputation.

Applegrow Financial Advisors can assist you with:

  • Identifying bribery and corruption risks in your business

  • Developing a tailored anti-bribery policy

  • Implementing effective control procedures

  • Providing training and support for staff

  • Reviewing third-party arrangements and due diligence processes

Whether you are a small start-up or an established enterprise, Applegrow can help you build robust anti-bribery procedures that keep your business compliant and resilient.

What Is a Capital Gain?

A capital gain arises when a chargeable asset is sold for more than its original cost. The gain is calculated as:

Sale proceeds (less selling costs)
minus
Purchase price (including acquisition costs)

CGT applies to assets such as shares, business assets, investment property, and certain personal possessions.

Current Capital Gains Tax Rates

For the 2025/26 tax year, CGT rates depend on your total taxable income and gains:

  • 18% on gains that fall within the basic rate income tax band

  • 24% on gains above the basic rate band

These rates apply to most assets, subject to specific exceptions and reliefs.

Business Asset Disposal Relief (BADR)

Business Asset Disposal Relief (formerly Entrepreneurs’ Relief) can significantly reduce CGT on qualifying business disposals.

For 2025/26:

  • Qualifying gains are taxed at an effective rate of 14%

  • The lifetime limit for BADR is £1 million

  • The rate will increase to 18% from 2026/27

Qualifying Disposals

BADR may apply to:

  • The sale of a sole trade or partnership business

  • Shares in a personal trading company

  • Assets used in a business that has ceased within the last three years

Associated disposals (such as personally owned property used in a business) may also qualify, although restrictions can apply, particularly where rent has been charged.

Ownership Conditions and the 5% Rule

To qualify for BADR on company shares:

  • You must have been an employee or director

  • You must hold at least 5% of ordinary share capital

  • You must hold at least 5% of voting rights

  • Additional distribution or proceeds tests must be met

The qualifying ownership period is two years leading up to the date of disposal.

Share Dilution Protection

Where a shareholder’s holding falls below 5% due to fundraising through new share issues, BADR may still be protected. An election can be made to crystallise the gain before dilution, with the option to defer tax until the shares are actually sold.

This area requires careful planning.

Investors’ Relief (IR)

Investors’ Relief is designed for external investors in unlisted trading companies.

Key conditions include:

  • Shares must be newly issued for cash

  • The company must be unlisted and trading

  • Shares must be held for at least three years

The CGT rate under Investors’ Relief is:

  • 14% for 2025/26

  • Increasing to 18% from 2026/27

The lifetime limit for IR is £1 million.

Annual CGT Exemption

Each individual can realise gains up to the £3,000 annual exemption (2025/26) without paying CGT. Couples should consider planning disposals jointly to maximise the use of both exemptions.

Share Identification Rules

Shares of the same class in the same company are treated as one pooled asset. However:

  • Same-day transactions are matched first

  • Purchases within 30 days after disposal are matched next

  • Remaining shares are matched from the pooled holding

These rules are designed to prevent short-term tax planning.

Other CGT Reliefs

Additional reliefs may include:

  • Private Residence Relief

  • Business Asset Rollover Relief

  • Gift Holdover Relief

  • Offset of carried-forward capital losses

Some disposals, such as those involving EIS, VCTs, or share exchanges, can be complex and should be reviewed in advance.

How Applegrow Can Help

Capital gains tax planning should always be done before an asset is sold. Early advice can significantly reduce tax exposure and avoid unexpected liabilities.

Applegrow can help you:

  • Identify available CGT reliefs

  • Plan business or investment disposals

  • Structure transactions tax-efficiently

  • Ensure compliance with current legislation

Don’t leave compliance to chance — contact Applegrow

Ensure your business is protected from bribery risk — get expert advice from Applegrow today.